SEAWAY VALLEY CAPITAL CORP - 8-K/A (Filed: 12-03-2008)
EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT (this "Agreement"), dated as of March 4, 2008, by
and among SEAWAY VALLEY CAPITAL CORPORATION, a Delaware corporation (the
"Company"), and YA GLOBAL INVESTMENTS, L.P. (the "Buyer").
6. COVENANTS
(c) Reservation of Shares. On the date hereof, the Company shall reserve
for issuance to the Buyers 800,000,000 shares for issuance upon
conversions of the Debenture and exercise of the Warrants
(collectively, the "Share Reserve"). The Company represents that it
has sufficient authorized and unissued shares of Common Stock
available to create the Share Reserve after considering all other
commitments that may require the issuance of Common Stock. The Company
shall take all action reasonably necessary to at all times have
authorized, and reserved for the purpose of issuance, such number of
shares of Common Stock as shall be necessary to effect the full
conversion of the Convertible Debentures and the full exercise of the
Warrants. If at any time the Share Reserve is insufficient to effect
the full conversion of the Convertible Debentures or the full exercise
of the Warrants, the Company shall increase the Share Reserve
accordingly. If the Company does not have sufficient authorized and
unissued shares of Common Stock available to increase the Share
Reserve, the Company shall call and hold a special meeting of the
shareholders within thirty (30) days of such occurrence, for the sole
purpose of increasing the number of shares authorized. .The Company's
management shall recommend to the shareholders to vote in favor of
increasing the number of shares of Common Stock authorized. Management
shall also vote all of its shares in favor of increasing the number of
authorized shares of Common Stock.
